N.Y. Banking Law § 583-a: Changes in control

§ 583-a. Changes in control. 1. It shall be unlawful except with the

prior approval of the superintendent for any action to be taken which

results in a change of control of the business of a licensee. Prior to

any change of control, the person desirous of acquiring control of the

business of a licensee shall make written application to the

superintendent and pay an investigation fee as prescribed pursuant to

section eighteen-a of this chapter to the superintendent. The

application shall contain such information as the superintendent, by

rule or regulation, may prescribe as necessary or appropriate for the

purpose of making the determination required by subdivision two of this

section.

2. The superintendent shall approve or disapprove the proposed change

of control of a licensee in accordance with the provisions of section

five hundred eighty-one of this article. The superintendent shall

approve or disapprove the application in writing within ninety days

after the date the application is filed with the superintendent.

3. For a period of six months from the date of qualification thereof

and for such additional period of time as the superintendent may

prescribe, in writing, the provisions of subdivisions one and two of

this section shall not apply to a transfer of control by operation of

law to the legal representative, as hereinafter defined, of one who has

control of a licensee. Thereafter, such legal representative shall

comply with the provisions of subdivisions one and two of this section.

The provisions of subdivisions one and two of this section shall be

applicable to an application made under such section by a legal

representative.

The term "legal representative", for the purposes of this section,

shall mean one duly appointed by a court of competent jurisdiction to

act as executor, administrator, trustee, committee, conservator or

receiver, including one who succeeds a legal representative and one

acting in an ancillary capacity thereto in accordance with the

provisions of such court appointment.

4. As used in this section: (a) the term "person" includes an

individual, partnership, corporation, association or any other

organization, and (b) the term "control" means the possession, directly

or indirectly, of the power to direct or cause the direction of the

management and policies of a licensee, whether through the ownership of

voting stock of such licensee, the ownership of voting stock of any

person which possesses such power or otherwise. Control shall be

presumed to exist if any person, directly or indirectly, owns, controls

or holds with power to vote ten per centum or more of the voting stock

of any licensee or of any person which owns, controls or holds with

power to vote ten per centum or more of the voting stock of any

licensee, but no person shall be deemed to control a licensee solely by

reason of being an officer or director of such licensee or person. The

superintendent may in his discretion, upon the application of a licensee

or any person who, directly or indirectly, owns, controls or holds with

power to vote or seeks to own, control or hold with power to vote any

voting stock of such licensee, determine whether or not the ownership,

control or holding of such voting stock constitutes or would constitute

control of such licensee for purposes of this section.